Information and Access. From time to time, upon reasonable written request by the Investor, the Company agrees to provide the Investor with the following: (a) as soon as practicable after the end of each fiscal year of the Company, (i) an audited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and (ii) audited, consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries for such fiscal year; provided that this requirement shall be deemed to have been satisfied if the Company files its annual report on Form 10-K for the applicable fiscal year with the SEC and notify Investor of the completion of such filing, together with a URL to such filed report, on the date of the filing; (b) as soon as practicable after the end of each of the first three quarters of each fiscal year of the Company, (i) a reviewed consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter and (ii) reviewed consolidated statements of income, comprehensive income and cash flows of the Company and its Subsidiaries for such fiscal quarter; provided that this requirement shall be deemed to have been satisfied if the Company files its quarterly report on Form 10-Q for the applicable fiscal quarter with the SEC and notify Investor of the completion of such filing, together with a URL to such filed report, on the date of such filing; (c) within six (6) Business Days after the end of each calendar month, a monthly financial report containing the trial balance of unaudited consolidated balance sheet and statement of revenues of the Company and its Subsidiaries as of the end of such calendar month, in such format reasonably designated by the Investor from time to time; (d) reasonable access, to the extent reasonably requested by the Investor, to the offices and the properties of the Company and its Subsidiaries, including its and their books and records, all upon reasonable notice and at such reasonable times as the Investor may reasonably request; provided that any access pursuant to this Section 5.01(d) shall be conducted in a manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries; and (e) any information that may be reasonably requested by the Investor in connection with the conversion of Series A Preferred Stock or any other information that is necessary for the Investor to prepare any of its financial statements in accordance with the Japanese generally accepted accounting principles for each fiscal year of the Investor.
Appears in 2 contracts
Sources: Investor Rights Agreement (Cepton, Inc.), Investor Rights Agreement (Koito Manufacturing Co., Ltd.)
Information and Access. From time to time, upon reasonable written request Following the Closing until the Investor Parties no longer hold at least 10.0% of the number of shares of Common Stock beneficially owned by the InvestorInvestor Parties, on an as converted basis, as of the Closing, the Company agrees to provide the Investor Parties with the following:
(a) as soon as practicable within 90 days after the end of each fiscal year of the Company, (i) an audited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and (ii) audited, consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries for such fiscal year; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Company files its annual report on Form 10-K for the applicable fiscal year with the SEC and notify Investor of the completion of such filing, together with a URL to such filed report, on the date of the filingSEC;
(b) as soon as practicable within 45 days after the end of each of the first three quarters of each fiscal year of the Company, (i) a reviewed an unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter and (ii) reviewed consolidated statements of income, comprehensive income and cash flows of the Company and its Subsidiaries for such fiscal quarter; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Company files its quarterly report on Form 10-Q for the applicable fiscal quarter with the SEC and notify Investor of the completion of such filing, together with a URL to such filed report, on the date of such filingSEC;
(c) within six (6) Business Days after the end of each calendar month, a monthly financial report containing the trial balance of unaudited consolidated balance sheet and statement of revenues of the Company and its Subsidiaries as of the end of such calendar month, in such format reasonably designated by the Investor from time to time;
(d) reasonable access, to the extent reasonably requested by the InvestorInvestor Parties, to the offices and the properties of the Company and its Subsidiaries, including its and their books and records, all upon reasonable notice and at such reasonable times and as often as the Investor Parties may reasonably request; provided that any access pursuant to this Section 5.01(d7.01(c) shall be conducted in a manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries;
(d) prior to the end of each fiscal year, a budget and business plan for the Company for the succeeding fiscal year, including (i) projected monthly statements of income for each of the Company’s top geographies and (ii) projected consolidated quarterly balance sheets and statements of cash flows for the Company and its Subsidiaries;
(e) to the extent available to the Company at the applicable time, following the end of each month, monthly summary consolidated financial reports for the Company and its Subsidiaries;
(f) for so long as the 25.0% Beneficial Ownership Requirement is satisfied, the Company shall afford the Investor an opportunity to receive and discuss with senior management of the Company on a regular basis (it being the expectation that such discussions will occur on no more than a monthly basis), during normal business hours and without unduly interfering with the operation of the business, monthly reports regarding financial, operating, strategic and such other matters relating to the management of the Company as may be mutually acceptable to management and the Company in good faith. At the request of the Company, such monthly calls will be open to all Directors who wish to attend; and
(eg) copies of all material, substantive materials provided to the Board at substantially the same time as provided to the Directors of the Company; provided that, the Company shall not be obligated to provide such access or materials to the Investor Parties to the extent the Company determines, in its reasonable judgment, that doing so would (A) violate or materially prejudice the rights of its customers, (B) result in the disclosure of trade secrets or competitively sensitive information to third parties, (C) materially violate any applicable Law, Judgment or contract or obligation of confidentiality owing to a third party, (D) jeopardize the protection of an attorney-client privilege, attorney work product protection or other similar legal privilege, (E) be materially adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action or (F) expose the Company to risk of liability for disclosure of personal information; provided, that, in each case, the Company shall use commercially reasonable efforts to provide the maximum access such that clauses (A) through (F) do not apply. In addition, notwithstanding anything to the contrary contained herein, neither the Company nor any of its Subsidiaries will be required to provide any information or materials that may be reasonably requested by the Investor relate to, contain or reflect any analyses, studies, notes, memoranda and other information related to or prepared in connection with the conversion of Series A Preferred Stock Investment Agreement, the North America Investment Agreement, the other Transaction Documents or any other information that is necessary for of the transactions contemplated thereby or any matters relating thereto or any transactions with or matters relating to the Investor to prepare or any of its financial statements Affiliates. Notwithstanding anything to the contrary in accordance this Section 7.01, the Investor Parties shall have the right to waive its right to receive information and/or access under this Section 7.01 for such period of time as such Investor Party may specify and, upon receipt of written notice of such waiver, the Company agrees to no longer provide the Investor Party with information and/or access for the Japanese generally accepted accounting principles for each fiscal year duration of the Investorperiod so specified.
Appears in 2 contracts
Sources: Investor Rights Agreement (Avon Products Inc), Investment Agreement (Avon Products Inc)
Information and Access. From time to time, upon reasonable written request by Following the InvestorClosing until the Fall-Away of Investor Board Rights, the Company agrees to provide the FP Investor Parties with the following:
(a) as soon as practicable within 90 days after the end of each fiscal year of the Company, (i) an audited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and (ii) audited, consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries for such fiscal year; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Company files its annual report on Form 10-K for the applicable fiscal year with the SEC and notify Investor of the completion of such filing, together with a URL to such filed report, on the date of the filingSEC;
(b) as soon as practicable within 45 days after the end of each of the first three quarters of each fiscal year of the Company, (i) a reviewed an unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter and (ii) reviewed consolidated statements of income, comprehensive income and cash flows of the Company and its Subsidiaries for such fiscal quarter; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Company files its quarterly report on Form 10-Q for the applicable fiscal quarter with the SEC and notify Investor of the completion of such filing, together with a URL to such filed report, on the date of such filingSEC;
(c) within six (6) Business Days after the end of each calendar month, a monthly financial report containing the trial balance of unaudited consolidated balance sheet and statement of revenues of the Company and its Subsidiaries as of the end of such calendar month, in such format reasonably designated by the Investor from time to time;
(d) reasonable access, to the extent reasonably requested by the InvestorFP Investor Parties, to the offices and the properties of the Company and its Subsidiaries, including its and their books and records, all upon reasonable notice and at such reasonable times and as often as the FP Investor Parties may reasonably request; provided that any access pursuant to this Section 5.01(d5.01(c) shall be conducted in a manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries;
(d) for so long as the 25.0% Beneficial Ownership Requirement is satisfied, the Company shall afford the FP Investor Parties an opportunity to receive and discuss with senior management of the Company on a regular basis (it being the expectation that such discussions will occur on no more than a monthly basis), during normal business hours and without unduly interfering with the operation of the business, monthly reports regarding financial, operating, strategic and such other matters relating to the management of the Company as may be mutually acceptable to management and the Company in good faith. At the request of the Company, such monthly calls will be open to all Directors who wish to attend; and
(e) copies of all material, substantive materials provided to the Board at substantially the same time as provided to the Directors of the Company; provided that, the Company shall not be obligated to provide such access or materials to the FP Investor Parties to the extent the Company determines, in its reasonable judgment, that doing so would (A) result in the disclosure of trade secrets or competitively sensitive information to third parties, (B) materially violate any applicable Law, Judgment or contract or obligation of confidentiality owing to a third party, (C) jeopardize the protection of an attorney-client privilege, attorney work product protection or other similar legal privilege, (D) be materially adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action or (E) expose the Company to risk of liability for disclosure of personal information; (F) violate the rights of the Company’s customers; provided, that, in each case, the Company shall use commercially reasonable efforts to provide the maximum access such that clauses (A) through (F) do not apply. In addition, notwithstanding anything to the contrary contained herein, neither the Company nor any of its Subsidiaries will be required to provide any information or materials that may be reasonably requested by the Investor relate to, contain or reflect any analyses, studies, notes, memoranda and other information related to or prepared in connection with the conversion of Series A Preferred Stock Investment Agreement, the other Transaction Documents or any other of the transactions contemplated thereby or any matters relating thereto or any transactions with or matters relating to the FP Investor Parties or any of their respective Affiliates. Notwithstanding anything to the contrary in this Section 5.01, the FP Investor Parties shall have the right to waive their right to receive information that is necessary and/or access under this Section 5.01 for such period of time as any such FP Investor Party may specify and, upon receipt of written notice of such waiver, the Company agrees to no longer provide such FP Investor Party with information and/or access for the Investor to prepare any of its financial statements in accordance with the Japanese generally accepted accounting principles for each fiscal year duration of the Investorperiod so specified.
Appears in 2 contracts
Sources: Investor Rights Agreement (Connecture Inc), Investor Rights Agreement (Connecture Inc)
Information and Access. From time to time, upon reasonable written request by Following the InvestorFirst Seat Date and until the Fall-Away of Investor Board Rights, the Company agrees to provide the Investor with the following:
(a) as soon as practicable within 90 days after the end of each fiscal year of the Company, (i) an audited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and (ii) audited, consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries for such fiscal year; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Company files its annual report on Form 10-K for the applicable fiscal year with the SEC and notify Investor of the completion of such filing, together with a URL to such filed report, on the date of the filingSEC;
(b) as soon as practicable within 55 days after the end of each of the first three quarters of each fiscal year of the Company, (i) a reviewed an unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter and (ii) reviewed consolidated statements of income, comprehensive income and cash flows of the Company and its Subsidiaries for such fiscal quarter; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Company files its quarterly report on Form 10-Q for the applicable fiscal quarter with the SEC and notify Investor of the completion of such filing, together with a URL to such filed report, on the date of such filing;SEC; and
(c) within six an opportunity to discuss with senior management of the Company on a regular basis (6) Business Days after it being the end expectation that such discussions will occur on no more than a quarterly basis), during normal business hours and without unduly interfering with the operation of each calendar monththe Company’s business, a monthly financial report containing matters relating to the trial balance of unaudited consolidated balance sheet Joint Venture Agreement and statement of revenues License Agreement as well as such other financial, operating and strategic matters as may be mutually acceptable to management of the Company and its Subsidiaries as of the end of Investor; provided that, the Company shall not be obligated to provide such calendar month, in such format reasonably designated by the materials or access to Investor from time to time;
(d) reasonable access, to the extent reasonably requested by the InvestorCompany determines, in its reasonable judgment, that doing so would (A) result in the disclosure of trade secrets or competitively sensitive information to third parties; (B) violate any applicable Law, Judgment or contract or obligation of confidentiality owing to a third party; (C) jeopardize the protection of an attorney-client privilege, attorney work product protection or other similar legal privilege; (D) be materially adverse to the offices and the properties interests of the Company and or any of its Subsidiaries, including its and their books and records, all upon reasonable notice and at such reasonable times as Subsidiaries in any pending or threatened Proceeding; (E) expose the Investor may reasonably requestCompany to risk of liability for disclosure of personal information; provided that any access pursuant to this Section 5.01(dor (F) shall be conducted in a manner as not to interfere unreasonably with violate the conduct rights of the business of Company’s customers; provided, that, in each case, the Company and shall use reasonable best efforts to provide the maximum access such that clauses (A) through (F) do not apply. In addition, notwithstanding anything to the contrary contained herein, neither the Company nor any of its Subsidiaries; and
(e) Subsidiaries will be required to provide any information or materials that may be reasonably requested by the Investor relate to, contain or reflect any analyses, studies, notes, memoranda and other information related to or prepared in connection with this Agreement, the conversion of Series A Preferred Stock Joint Venture Agreement or the License Agreement or any other information that is necessary for of the transactions contemplated hereby or thereby or any matters relating hereto or thereto or any transactions with or matters relating to Investor to prepare or any of its financial statements respective Affiliates. Notwithstanding anything to the contrary in accordance this Section 4.03, Investor shall have the right to waive its right to receive information or access under this Section 4.03 for such period of time as Investor may specify and, upon receipt of written notice of such waiver, the Company agrees to no longer provide Investor with information or access for the Japanese generally accepted accounting principles for each fiscal year duration of the Investorperiod so specified (it being understood that Investor will have access to materials publicly released by the Company).
Appears in 1 contract
Information and Access. From time to time, upon reasonable written request by Following the InvestorClosing until the Fall-Away of Investor Board Rights, the Company agrees to provide the FP Investor Parties with the following:
(a) as soon as practicable within 90 days after the end of each fiscal year of the Company, (i) an audited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and (ii) audited, consolidated statements of income, comprehensive income, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries for such fiscal year; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Company files its annual report on Form 10-K for the applicable fiscal year with the SEC and notify Investor of the completion of such filing, together with a URL to such filed report, on the date of the filingSEC;
(b) as soon as practicable within 45 days after the end of each of the first three quarters of each fiscal year of the Company, (i) a reviewed an unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the end of such fiscal quarter and (ii) reviewed consolidated statements of income, comprehensive income and cash flows of the Company and its Subsidiaries for such fiscal quarter; provided that this requirement shall be deemed to have been satisfied if on or prior to such date the Company files its quarterly report on Form 10-Q for the applicable fiscal quarter with the SEC and notify Investor of the completion of such filing, together with a URL to such filed report, on the date of such filingSEC;
(c) within six (6) Business Days after the end of each calendar month, a monthly financial report containing the trial balance of unaudited consolidated balance sheet and statement of revenues of the Company and its Subsidiaries as of the end of such calendar month, in such format reasonably designated by the Investor from time to time;
(d) reasonable access, to the extent reasonably requested by the InvestorFP Investor Parties, to the offices and the properties of the Company and its Subsidiaries, including its and their books and records, all upon reasonable notice and at such reasonable times and as often as the FP Investor Parties may reasonably request; provided that any access pursuant to this Section 5.01(d5.01(c) shall be conducted in a manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries;
(d) until the Fall-Away of Investor Board Rights, the Company shall afford the FP Investor Parties an opportunity to receive and discuss with senior management of the Company on a regular basis (it being the expectation that such discussions will occur on no more than a monthly basis), during normal business hours and without unduly interfering with the operation of the business, monthly reports regarding financial, operating, strategic and such other matters relating to the management of the Company as may be mutually acceptable to management and the Company in good faith. At the request of the Company, such monthly calls will be open to all Directors who wish to attend; and
(e) copies of all material, substantive materials provided to the Board at substantially the same time as provided to the Directors of the Company; provided that, the Company shall not be obligated to provide such access or materials to the FP Investor Parties to the extent the Company determines, in its reasonable judgment, that doing so would (A) result in the disclosure of trade secrets or competitively sensitive information to third parties, (B) materially violate any applicable Law, Judgment or contract or obligation of confidentiality owing to a third party, (C) jeopardize the protection of an attorney-client privilege, attorney work product protection or other similar legal privilege, (D) be materially adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action or (E) expose the Company to risk of liability for disclosure of personal information; (F) violate the rights of the Company’s customers; provided, that, in each case, the Company shall use commercially reasonable efforts to provide the maximum access such that clauses (A) through (F) do not apply. In addition, notwithstanding anything to the contrary contained herein, neither the Company nor any of its Subsidiaries will be required to provide any information or materials that may be reasonably requested by the Investor relate to, contain or reflect any analyses, studies, notes, memoranda and other information related to or prepared in connection with the conversion of Series A Preferred Stock Investment Agreement, the other Transaction Documents or any other of the transactions contemplated thereby or any matters relating thereto or any transactions with or matters relating to the FP Investor Parties or any of their respective Affiliates. Notwithstanding anything to the contrary in this Section 5.01, the FP Investor Parties shall have the right to waive their right to receive information that is necessary and/or access under this Section 5.01 for such period of time as any such FP Investor Party may specify and, upon receipt of written notice of such waiver, the Company agrees to no longer provide such FP Investor Party with information and/or access for the Investor to prepare any of its financial statements in accordance with the Japanese generally accepted accounting principles for each fiscal year duration of the Investorperiod so specified.
Appears in 1 contract
Information and Access. From time to time, upon reasonable written request by the Investor, the Company agrees to provide the Investor with the following:
(a) as soon as practicable after the end of each fiscal year of the Company, (i) an audited, consolidated audited balance sheet of the Company and its Subsidiaries on a consolidated basis as of the end of such fiscal year and (ii) audited, consolidated audited statements of income, comprehensive income, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries on a consolidated basis for such fiscal year; provided that this requirement shall be deemed to have been satisfied if the Company files its annual report on Form 10-K for the applicable fiscal year with the SEC and notify notifies the Investor of the completion of such filing, together with a URL to such filed report, as soon as practicable after such filing (for the sake of clarity, the right under this Section 3.01(a) shall be applicable only if and when the Company is no longer required to file its annual report on the date of the filingForm 10-K);
(b) as soon as practicable after the end of each of the first three quarters of each fiscal year of the Company, (i) a reviewed consolidated balance sheet of the Company and its Subsidiaries on a consolidated basis as of the end of such fiscal quarter and (ii) reviewed consolidated statements of income, comprehensive income and cash flows of the Company and its Subsidiaries on a consolidated basis for such fiscal quarter; provided that this requirement shall be deemed to have been satisfied if the Company files its quarterly report on Form 10-Q for the applicable fiscal quarter with the SEC and notify notifies the Investor of the completion of such filing, together with a URL to such filed report, as soon as practicable after such filing (for the sake of clarity, the right under this Section 3.01(b) shall be applicable only if and when the Company is no longer required to file its annual report on the date of such filingForm 10-Q);
(c) within six (6) Business Days as soon as practicable after the end of each calendar monthquarter of each fiscal year of the Company, a monthly presentation on financial report containing the trial balance of unaudited consolidated balance sheet and statement of revenues operational status [●] of the Company and its Subsidiaries as (“Management Presentation”); further, upon submission of the end of such calendar monthManagement Presentation, in such format reasonably designated by the Company shall hold a meeting with the Investor from time and the senior management of the Company contemplated by Section 3.02; provided that the Company shall not be required to timeinclude in the Management Presentation any information that it reasonably and in good faith considers to be a material non-public information or trade secret or confidential information or the disclosure of which would adversely affect the Company or its Subsidiaries and/or the attorney-client privilege between the Company or the relevant Subsidiary and its counsel;
(d) reasonable access[●], provide a monthly written report on certain operating metrics to be reasonably agreed upon between the extent Parties, [●]; provided, that the Company shall have no obligation to disclose, and may refrain from disclosing, any information that is reasonably requested by the Investor, considered to the offices and the properties be material non-public information of the Company and its Subsidiaries, including its and their books and records, all upon reasonable notice and at such reasonable times as the Investor may reasonably request; provided that any access pursuant to this Section 5.01(d) shall be conducted in a manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries; andor would adversely affect attorney-client privilege;
(e) any information that may development plan, report, assessment or study required to be reasonably requested filed by the Investor in connection Company with the conversion SEC (including but not limited to those required to disclose under applicable professional code or standard on disclosure of Series A Preferred Stock mining-related information), provided that the Company shall only be required to provide the Investor with such development plan, report, assessment or study upon filing with the SEC and not before; and
(f) any other information that that, upon advice of counsel in writing, is necessary required for the Investor to prepare any of its financial statements in accordance with the Japanese generally accepted accounting principles for each fiscal year of the Investor, provided that the Company shall not be required to include any information that it reasonably and in good faith considers to be a material non-public information or trade secret or confidential information or the disclosure of which would adversely affect the Company or its Subsidiaries and/or the attorney-client privilege between the Company or the relevant Subsidiary and its counsel.
Appears in 1 contract